Constitution

1. Objects of the Society

The advancement of education in Literature, Science and Art.
The provision of lectures and discussions; the publication of reports, papers and proceedings; the support of the City Museum or the Museum of the Society under the terms of its presentation to the City Council; and by any other means that may from time to time appear to the Council to be desirable.

2. Management

The management of the Society shall be vested in a Council consisting of: a President, four Vice-Presidents, Life Vice-Presidents appointed under Rule 8, a Treasurer, Secretary, Membership Secretary, Programme Secretary, and an Editor of the Transactions, all of whom shall be nominated annually by Council for election at an Annual General Meeting; and not fewer than twelve and not more than twenty-four Members, who shall be appointed for three years.

Annually one-third of the ordinary members of Council, or the nearest to one third, shall retire from office, those retiring being longest in office, but shall be eligible for re-appointment.

Council will also include one member nominated and elected annually by each Section of the Society, if desired by the Section, such election to be made before 31st October in each year and to be certified in writing by the Chairman of the Section at the date of the election.

A quorum shall consist of five members of the Council.

All members of the Council must be current members of the Society.

Members who persistently fail to attend Council meetings without reasonable cause shall be deemed to have resigned from Council.

3. Annual General Meeting

A general meeting of the Society shall be held each year, at a time and place appointed by the Council, for the presentation of reports and the transaction of the general business of the Society. At this meeting the Vice-Presidents, Treasurer, Secretaries, Editor, two Independent Examiners, and Members of the Council shall be chosen in the manner hereinafter mentioned. All questions proposed at the meeting, except those that involve an alteration of the Rules, shall be decided by the majority vote of the members present, the President having a vote, and, in case of equality, a casting vote.

4. Ordinary meetings (lectures)

The Council shall appoint the times and venues of the Societies ordinary meetings, and shall determine the business to be transacted at the meeting, in conformity with Rule 1. The advocacy of sectarian, religious, or party political views, either by lectures or by speakers, shall be excluded.

5. Special General Meetings

Special general meetings shall be called at the discretion of the Council, or on the requisition of eight members addressed to the Secretary, who shall give previous notice of such meeting to every member.

6. Quorum at General Meetings

At any general meeting each member present in person shall have one vote. Ten members present shall be a quorum. If a quorum is not present within fifteen minutes of the time appointed for the meeting the meeting shall be dissolved.

7. Election of Officers of the Society and Members of the Council

The Council shall elect the President at least one month before the Annual General Meeting. The retiring President shall retain office until the incoming President’s inaugural address has been delivered.

At the last two lectures of each session notice shall be given of the date, time and place of the Annual General Meeting, which has also been published in the lecture programme. Each member present and voting at the Annual General Meeting shall receive a list of nominees, and shall, in the case of voting, put a mark against the names of those for whom he or she votes. The Chairman shall appoint scrutineers to cast up the votes. The scrutineers shall present a list of the persons voted for in order of majority of votes, and shall hand over the voting papers to the Chairman. The election shall fall on those who have a majority of votes, and in the case of equality the election shall be decided by lot. Lists containing more names marked than the number required shall be rejected. At the conclusion of the Election, the voting papers will be destroyed.

The Council shall fill vacancies in any of the offices arising from any cause. When there is a vacancy on the Council there must be a nomination at one meeting and election at the next meeting.

8. Life Vice-Presidents

Any member of the Council who has rendered conspicuous service to the Society may, on the recommendation of the Council to the Annual general meeting, be elected a Life Vice-President of the Society, and permanent member of the Council, provided he or she remains a member of the Society.

9. Sections

The Council of the Society may from time to time appoint Sections for the pursuit of particular branches of Science, Literature and Art, and make bye-laws regulating the constitution, organisation and management of such Sections. The Council may also from time to time extinguish any Section or amalgamate any two or more Sections. The Society may, if it thinks fit, make provision for the appointment of persons, not members of the Society, as members of the Sections, provided that all acts and proceedings of such Sections shall be fully and promptly reported back to the Council

10. Admission of Members

Each application for membership shall be made in writing to the Secretary and submitted for the information of Council at its next meeting or as soon afterwards as possible.

11. Members

Each member shall pay an annual subscription as determined from time to time by the Council. This will entitle him or her to i) a Member’s Ticket, not transferable, ii) one copy of the Transactions per household. Second members of the same household shall pay an annual subscription determined by the Council which shall entitle them to a Members Ticket.

12. Payment of subscriptions

The first annual subscription shall be payable at the time of election to membership and thereafter before the first lecture. Members whose subscriptions are unpaid by 31st March, after reminder, shall be deemed to have resigned.

13. Honorary Members

Honorary Members of the Society shall be nominated and elected by the Council and shall have the same privileges as members of the Society.

14. Admission of Non-Members to meetings

Non-members may attend individual lectures on payment of such fee as Council shall from time to time determine. The Council shall have power to make from time to time such other special regulations for the admission of visitors as may appear necessary.

15. Resignation

Members intending to resign should notify their intention to the secretary before 31st May

16. Application of funds

After payment of the expenses of the Society, any surplus funds may be disposed of in the manner that the Council may consider most conducive to the advancement of the objects of the Society.

If the council decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, giving not less than 21 days notice and stating the terms of the resolution to be proposed. If the proposal is confirmed by a two-thirds majority of those present and voting the Council shall have the power to realize any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the members of the Society may determine, or, failing that, shall be applied for some other charitable purpose. A copy of the statement of accounts, or accounts and statement, for the final accounting period of the Society must be sent to the Charity Commissioners.

17. Receipts and expenditure

The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Council in the name of the Society at such bank as the council shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Council.
The funds belonging to the Society shall be applied only in furthering its objects.
Accounts
The Council shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that act) with regard to:

The keeping of accounting records of the Society.
The preparation of annual statements of account for the Society.
The auditing or independent examination of the statements of account of the Society.
The transmission of the statements of account of the Society to the Charity Commissioners.

18. Alteration of rules

Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
No amendment may be made to the name of the Society, the objects clause, the dissolution clause or this clause without the prior written consent of the Charity Commissioners.
No amendment may be made which would have the effect of making the Society cease to be a charity in law.
The Council should promptly send to the Charity Commissioners a copy of any amendment made under this clause.

19. Council to make bye-laws

The Council shall have the power to make Bye-laws and Regulations not inconsistent with the foregoing rules.